Functional Committees

Audit Committee
Remuneration Committee
Sustainability and Risk Management Committee

Audit Committee

The Company’s Audit Committee is composed entirely of independent directors. The committee convenes at least once every quarter and may call additional meetings as necessary. Within the scope of its authority, the committee may invite members of management, internal auditors, the Company’s appointed CPAs, or other relevant personnel to attend meetings and provide necessary information.

The responsibilities of the Audit Committee are as follows:

  • Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  • Assessment of the effectiveness of the internal control system.
  • Establishment or amendment of procedures for handling significant financial and business activities such as acquisition or disposal of assets, engagement in derivatives trading, lending of funds to others, and endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
  • Matters involving directors’ own interests.
  • Significant transactions of assets or derivatives.
  • Significant loans of funds, endorsements, or guarantees.
  • Fundraising, issuance, or private placement of equity-type securities.
  • Appointment, dismissal, or compensation of CPAs.
  • Appointment or dismissal of financial, accounting, or internal audit supervisors.
  • Annual financial reports are signed or sealed by the chairman, managers, and accounting supervisor, and second-quarter financial reports must be audited and attested by the CPAs.
  • Other significant matters as stipulated by the company or competent authorities.

Members of the Audit Committee

Title Name Current Position Experience (Education)
Independent Director
(Convener of the Audit Committee)

Jen-Chi Lu

Practicing CPA at Lian Wei CPAs
Master of Accounting, Chung Yuan Christian University
Assistant Manager at Deloitte Taiwan
Independent Director
Chun-Yi Hsu
Chairman of Bo Rui International Asset Management Co., Ltd.
Chairman of Kun Yi Capital Co. Ltd.
Master of Business Administration, University of Texas, USA
Executive Director at United Management Consulting Co., Ltd.
Independent Director
Shu-Chun Huang
Chairman of Choice Delights Inc.
Executive MBA, Business Administration, National Taiwan University
Master of Management of Technology, National Chiao Tung University
Special Assistant to the General Manager/Consultant at ITE Tech. Inc.
Manager, Strategic Marketing Department, Vanguard International Semiconductor Corporation

Implementation of Audit Committee

The Audit Committee held four meetings in 2024 (the 113th fiscal year) [A]. The independent director attendance was as follows:

Title Name Attendance in Person [B] By Proxy Attendance Rate (%) [B/A]
Independent Director
(Convener of the Audit Committee)
Jen-Chi Lu

4

0

100
Independent Director
Shu-Chun Huang

3

1

75
Independent Director
Shu-Chun Huang

4

0

100

Communication between independent directors and the internal audit supervisor

  • The internal audit supervisor sends the previous month’s audit report to each independent director via email for review. Independent directors can directly communicate with the audit supervisor regarding the report’s content. Additionally, the audit supervisor must attend at least two meetings annually with the CPAs and independent directors and separately report on the execution of audit activities.
  • Report by the internal audit supervisor at the Audit Committee meeting
    • Annual risk assessment results and internal audit plan
    • Effectiveness of the design and implementation of the internal control system
    • Quarterly internal audit execution and follow-up on audit findings and improvements
  • The CPAs hold meetings with the independent directors at least twice a year to report on the results of financial statement audits/reviews, major issues such as accounting policies and estimates, upcoming or newly applicable standards and regulations, and to discuss any questions raised by the independent directors.
  • Other: In the event of significant exceptional matters or issues that the independent directors, audit supervisor, and accountants deem necessary for independent communication, meetings can be convened on an ad hoc basis.
  • Communication between independent directors and the internal audit supervisor
Date Communication Methods Communication Matters Opinions of Independent Directors and Subsequent Actions
2024.03.05
Audit Committee
1. Internal audit implementation for Q4 2023.
2. Internal control self-assessment results and internal control system statement for 2023.
Independent directors expressed agreement with the content of the report
2024.03.05
Independent Directors and Accountant Seminar
Internal audit report for Q4 2023.
None
2024.04.30
Audit Committee
Internal audit implementation and audit findings for Q1 2024.
Independent directors expressed agreement with the content of the report
2024.07.30
Independent Directors and Accountant Seminar
Internal audit report for Q2 2024.
None
2024.07.30
Audit Committee
Internal audit implementation and audit findings for Q2 2024.
Independent directors expressed agreement with the content of the report
2024.10.29
Audit Committee
1. Internal audit implementation for Q3 2024.
2. Annual risk assessment results and internal audit plan for 2025.
Independent directors expressed agreement with the content of the report
  • Communication between independent directors and the CPAs
Date Communication Methods Communication Matters Opinions of Independent Directors and Subsequent Actions
2024.03.05
Independent Directors and Accountant Seminar
1. Audit results and key audit matters of the 2023 financial reports.
2. Upcoming or newly applicable standards and regulations.
None
2024.07.30
Independent Directors and Accountant Seminar
1. Review results of the 2024 Q2 financial reports.
2. Upcoming or newly applicable standards and regulations.
None